exv10w1






Exhibit 10.1




Execution copy




ELEVENTH AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT




     THIS ELEVENTH AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT (the “Amendment”) is
made as of December 22, 2009, by and among THE MERIDIAN RESOURCE CORPORATION, a Texas corporation
(the “Borrower”), the undersigned Guarantors (the “Guarantors”), the several banks,
financial institutions and other entities from time to time parties to the Credit Agreement (as
defined below) (collectively, the “Lenders”), and FORTIS CAPITAL CORP. (“Fortis” or
the “Administrative Agent”), as administrative agent for the Lenders.



R E C I T A L S:




     WHEREAS, the Borrower, Fortis as Administrative Agent, and the Lenders have entered into an
Amended and Restated Credit Agreement dated as of December 23, 2004, as amended by that certain
First Amendment to Credit Agreement dated as of February 25, 2008, further amended by that certain
Second Amendment to Credit Agreement dated as of December 19, 2008, and further amended by the
Forbearance Agreement (defined below) (as so amended, the “Credit Agreement”);



     WHEREAS, the Borrower, the Guarantors, Fortis, as Administrative Agent, and the Lenders have
entered into that certain Forbearance and Amendment Agreement dated as of September 3, 2009 (as
amended, the “Forbearance Agreement”);



     WHEREAS, on the date of this Amendment, the Borrower has entered, or will enter, into the Alta
Mesa Merger Agreement (as defined below); and



     WHEREAS, the Borrower has requested that the Administrative Agent and Lenders consent to the
Alta Mesa Merger (as defined below), extend the Forbearance Period and the time for performance by
the Borrower of certain conditions subsequent required under the Forbearance Agreement, and the
Administrative Agent and Lenders have agreed to do so under the terms and conditions set forth in
this Amendment.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and intending to be legally bound, each of the Administrative Agent, the
Lenders, the Borrower and the Guarantors agree as follows:



     1. Definitions. Capitalized terms defined in the Recitals section of this Amendment
are incorporated herein by this reference and are used herein as so defined. Capitalized terms
used and not defined in this Amendment (including in the Recitals section of this Amendment) shall
have the meanings assigned to such terms in the Forbearance Agreement and the Credit Agreement.



     2. Amendments to the Forbearance Agreement. The Borrower, the Guarantors, the
Administrative Agent and the Lenders agree that the Forbearance Agreement will be amended as
follows:



1









 






     (a) Additional Definitions. Section 1(b) of the Forbearance Agreement
is hereby amended to add the following definitions in appropriate alphabetical order:




“Alta Mesa” means Alta Mesa Holdings, LP, a Texas limited
partnership.




“Alta Mesa Merger” means the merger transaction contemplated
by the Alta Mesa Merger Agreement.




“Alta Mesa Merger Agreement” means that certain Agreement
and Plan of Merger, dated on or about December 22, 2009, by and
among Alta Mesa, Alta Mesa Acquisition Sub, LLC, and the Borrower.




     (b) Additional Definitions. The definition “Borrower Merger Agreement”
contained in Section 1(b) of the Forbearance Agreement is hereby amended and
restated in its entirety as follows:




     “Borrower Merger Agreement” means an agreement, including, but not
limited to the Alta Mesa Merger Agreement, subject to the approval of the Required
Lenders, pursuant to which the Borrower will merge with or into or be acquired by or
transfer all or substantially all of its assets to another Person, which transaction
shall be consummated no later than May 31, 2010 (unless otherwise agreed by the
Required Lenders pursuant to Section 10(b) hereof).




     (c) Forbearance Period. Section 2(a)(i) of the Forbearance Agreement
is amended and restated in its entirety as follows:




“(i) 5:00 p.m. (Central Time) on the earlier of (x) May 31, 2010,
subject to Section 2(b) hereof, (y) the Effective Time (as
defined in the Alta Mesa Merger Agreement), or (z) the termination
of the Alta Mesa Merger Agreement; or”




     (d) Payments by the Borrower. Section 5 of the Forbearance Agreement
is amended by adding the following sentence at the end of such section:




“In addition to the fee set forth above, the Lenders party to this
Agreement shall be entitled to an additional forbearance fee of
$250,000, payable to the Administrative Agent for the ratable
benefit of such Lenders, such additional forbearance fee to be paid
upon the termination of the Forbearance Period.”




     (e) Payments by the Borrower. Section 7 of the Forbearance Agreement
is amended and restated in its entirety as follows:




“(a) On or before the 10th day of each calendar month
commencing after December 10, 2009, the Borrower shall pay to



2









 






the Administrative Agent for the account of the Lenders $1,000,000.




(b) The Borrower shall cause Alta Mesa to pay directly to the
Administrative Agent for the account of the Lenders any termination
fee owed to the Borrower by Alta Mesa pursuant to the Alta Mesa
Merger Agreement.




(c) Amounts paid to the Administrative Agent pursuant to
Sections 7(a) and 7(b) above shall be applied to pay
the outstanding principal amount of the Revolving Credit Loans.”




     (f) Conditions Subsequent. Section 10(b) of the Forbearance Agreement
is amended and restated in its entirety as follows:




“(b) The transactions contemplated by the Borrower Merger Agreement,
Capital Infusion Agreement, or Purchase and Sale Agreement,
whichever is executed in accordance with clause (a) above,
shall be consummated by April 15, 2010, unless such date is extended
with the consent of the Required Lenders to allow for any necessary
buyer diligence and obtaining shareholder and other necessary
approvals to consummate such transactions, which date shall in no
event be later than May 31, 2010, provided, further with respect to
the Alta Mesa Merger Agreement (i) the Borrower shall have filed its
shareholder proxy statement on or before January 15, 2010 and (ii)
the Borrower shall have held its shareholder meeting and obtained
the necessary approvals for the transactions contemplated by the
Alta Mesa Merger Agreement on or before April 15, 2010.”




     (g) Termination of Forbearance Period. A new clause (e) is hereby
added to Section 11 of the Forbearance Agreement as follows:




“(e) On or after February 28, 2010, upon unanimous written consent
of the Lenders, the Lenders may immediately terminate the
Forbearance Period without cause upon providing written notice of
such termination to the Borrower.”



     3. Limited Waiver Extension. The Administrative Agent agrees that the date “December
21, 2009” contained in Sections B(i) and B(ii) of that certain Limited Waiver, dated as of November
2, 2009, between the Borrower and the Administrative Agent is hereby replaced with the phrase “the
termination of the Forbearance Period (as defined in that certain Forbearance and Amendment
Agreement, dated as of September 3, 2009, by and among the Borrower, the Lenders, and the
Administrative Agent, as amended).”



     4. Consent of Lenders. The Lenders hereby consent to the Alta Mesa Merger.



3









 





     5. Conditions to Amendments. The amendments contained in Section 2 hereof are
subject to the conditions set forth below. Failure to comply with these conditions will be deemed
to be a Forbearance Default under Section 11 of the Forbearance Agreement.




     (a) Immediately upon receipt thereof, the Borrower shall provide to the Administrative
Agent and the Lenders copies of all information provided by any third party acceptable to
the Lenders (including, but not limited to Alta Mesa, each such party, an “Offering
Party”) that proposes to enter into a Borrower Merger Agreement, a Capital Infusion
Agreement or a Purchase and Sale Agreement with the Borrower (a “Proposed
Transaction”) that is submitted to the Borrower to demonstrate to the Borrower’s
satisfaction such Offering Party’s ability to consummate a Proposed Transaction;




     (b) Immediately upon receipt thereof, the Borrower shall provide to the Administrative
Agent and the Lenders copies of any term sheet or other documents provided by any Offering
Party, which term sheet or other documents shall be subject to the approval of the
Administrative Agent and the Lenders, that contain preliminary terms and conditions
surrounding such Offering Party’s ability to raise equity and/or obtain financing in order
to consummate such Proposed Transaction and to accomplish a restructuring/refinancing of the
Credit Agreement.




     (c) On or before the date of this Amendment, the Administrative Agent and the Lenders
shall have received a commitment letter from Denham Capital Management LP (“Denham”)
confirming Denham’s $50,000,000 equity contribution to Alta Mesa.




     (d) The Borrower shall provide bi-weekly updates, via e-mail or conference call, at the
discretion of the Administrative Agent, to the Administrative Agent and the Lenders with
respect to the status of the Alta Mesa Merger Agreement and the transactions contemplated
thereby.




     (e) On or before January 31, 2010, the Borrower shall enter into a Compromise and
Settlement Agreement with Shell, in substantially the form presented to the Lenders. The
Borrower may not make any payment of cash or transfer any property to Shell under such
Compromise and Settlement Agreement until the Effective Time of the Alta Mesa Merger
Agreement.




     (f) No material amendment or modification of any provision of the Alta Mesa Merger
Agreement shall be made without the written agreement of the Required Lenders.



     6. Ratifications, Representations and Warranties.




     (a) Ratification of Loan Documents and Liens. Except as expressly modified and
superseded by this Amendment, the terms and provisions of the Loan Documents are ratified
and confirmed and shall continue in full force and effect. Each Credit Party, the
Administrative Agent and Lenders agree that the Loan Documents shall continue to be legal,
valid, binding and enforceable in accordance with their respective terms. Each Credit Party
further expressly acknowledges and agrees that the Lenders have a valid, non-avoidable,
enforceable and perfected security interest in and lien against each item of



4









 






collateral described in the Security Documents, and that such security interest and
lien secures the payment Obligations and the performance of all other obligations of the
Borrower under the Loan Documents.




     (b) General Representations and Warranties. Each Credit Party hereby jointly
and severally represents and warrants to the Administrative Agent and Lenders that (i) the
execution, delivery and performance of this Amendment has been duly authorized by all
requisite organizational action on the part of such Credit Party and will not violate the
constituent organizational documents of such Credit Party, contravene any contractual
restriction, any law, rule or regulation or court or administrative decree or order binding
on or affecting such Credit Party or result in, or require the creation or imposition of any
lien, security interest or encumbrance on any of the properties of such Credit Party; (ii)
this Amendment has been duly executed and delivered by each Credit Party and is the legal,
valid and binding obligation of each Credit Party, enforceable in accordance with its terms;
(iii) subject to the existence of the Designated Events of Default, the representations and
warranties contained in the Credit Agreement and any Loan Document are true and correct on
and as of the date hereof and on and as of the date of execution hereof as though made on
and as of each such date; (iv) except for the Designated Events of Default, no Default or
Event of Default under the Credit Agreement has occurred and is continuing; (v) except for
the Designated Events of Default, such Credit Party is in full compliance with all covenants
and agreements contained in the Loan Documents; and (vi) absent the effectiveness of this
Amendment, the Administrative Agent and Lenders are entitled to exercise immediately their
respective rights and remedies under the Loan Documents, including, but not limited to, the
right to accelerate the maturity of the Obligations and enforce their rights and remedies
under the Security Documents.




     (c) Ratification of Guarantees. Each of the Guarantors hereby acknowledges and
consents to all of the terms and conditions of this Amendment and hereby ratifies and
confirms its respective guarantee under the Guarantee dated as of December 23, 2004 (the
“Guarantee”) for the benefit of the Administrative Agent and Lenders. Each
Guarantor hereby represents and acknowledges that the execution and delivery of this
Amendment shall in no way change or modify its obligations as a guarantor under the
Guarantee and shall not constitute a waiver by either the Administrative Agent or Lenders of
any of either the Administrative Agent’s or Lenders’ rights against such Guarantor.



     7. Conditions Precedent. This Amendment shall become effective (the “Effective
Date”) upon receipt by the Administrative Agent, on behalf of the Lenders, of:




     (a) A copy of this Amendment executed by the Required Lenders;




     (b) A copy of the fully-executed Alta Mesa Merger Agreement dated on or before the date
of this Amendment; and




     (c) Evidence that the forbearance agreements described in Sections 9(b) and, if
required, (d) of the Forbearance Agreement have been extended through May 31, 2010.



5









 





     8. Miscellaneous Provisions.




     (a) Survival of Representations and Warranties. All representations and
warranties made in any Loan Document shall survive the execution and delivery of this
Amendment, and no investigation by the Administrative Agent or Lenders or any closing shall
affect the representations and warranties or the right of the Administrative Agent or
Lenders to rely upon them.




     (b) Limitation on Relationship between Parties. The relationship of the
Administrative Agent and Lenders, on the one hand, and the Credit Parties, on the other
hand, has been and shall continue to be, at all times, that of creditor and debtor. Nothing
contained in this Amendment, any instrument, document or agreement delivered in connection
therewith or in the Loan Documents shall be deemed or construed to create a fiduciary
relationship between the parties.




     (c) Expenses of the Administrative Agent or Lenders. The Borrower agrees to
pay on demand all reasonable costs and out-of-pocket expenses incurred by the Administrative
Agent and Lenders in connection with the preparation, negotiation, execution and enforcement
of this Amendment and any and all amendments, modifications, and supplements thereto,
including, without limitation, the reasonable costs and fees of the Administrative Agent’s
and Lenders’ legal counsel, and all costs and expenses incurred by the Administrative Agent
and Lenders in connection with the enforcement or preservation of any rights under any Loan
Document.




     (d) Severability. Any provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of
this Amendment and the effect thereof shall be confined to the provision so held to be
invalid or unenforceable.




     (e) Successors and Assigns; Third Party Beneficiaries. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns, except that no Credit Party may assign or transfer any of its rights or
obligations under this Amendment without the prior written consent of the Administrative
Agent, and no other Person shall have any right, benefit or interest under or because of the
existence of this Amendment.




     (f) Amendments; Interpretation. No amendment or modification of any provision
of this Amendment shall be effective without the written agreement of each Credit Party and
the Required Lenders, and no waiver of any provision of this Amendment or consent to any
departure by any Credit Party therefrom, shall in any event be effective without the written
concurrence of the Required Lenders. Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was given.




     (g) Counterparts. This Amendment may be executed by one or more of the parties
hereto in any number of separate counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together shall constitute



6









 






one and the same instrument, and all signature pages transmitted by electronic
transmission shall be considered as original executed counterparts. Each party to this
Amendment agrees that it will be bound by its own facsimile or electronic signature and that
it accepts the facsimile or electronic signatures of each other party.




     (h) Headings. The headings, captions, and arrangements used in this Amendment
are for convenience only and shall not affect the interpretation of this Amendment.




     (i) Further Assurances. Each Credit Party agrees to execute such other and
further documents and instruments as the Administrative Agent may request to implement the
provisions of this Amendment and to perfect and protect the liens and security interests
created by the Credit Agreement and the other Loan Documents.




     (j) Reservation of Rights. Except as expressly consented to or agreed herein,
all covenants, obligations and agreements of the Borrower contained in the Credit Agreement
shall remain in full force and effect in accordance with their terms. Without limitation of
the foregoing, the consents and agreements set forth herein are limited precisely to the
extent set forth herein and shall not be deemed to (i) be a consent or agreement to, or
waiver or modification of, any other term or condition of the Credit Agreement or any other
documents referred to therein, or a consent to or waiver of any future action or inaction by
the Borrower, or (ii) except as expressly set forth herein, prejudice any right or rights
which the Lenders may now have or may have in the future under or in connection with the
Credit Agreement or any of the documents referred to therein. Except as expressly modified
hereby, the terms and provisions of the Credit Agreement and any other documents or
instruments executed in connection with any of the foregoing, are and shall remain in full
force and effect, and the same are hereby ratified and confirmed by the Borrower in all
respects.




     (k) Applicable Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.




     (l) Release. EACH CREDIT PARTY HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
RECOUPMENT, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE
WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL, OR ANY PART OF ITS LIABILITY TO
REPAY THE ANY OBLIGATIONS ARISING UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM THE ADMINISTRATIVE AGENT OR
LENDERS (OR ANY OF THEM). EACH CREDIT PARTY HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND
FOREVER DISCHARGES THE ADMINISTRATIVE AGENT AND LENDERS, THEIR RESPECTIVE PREDECESSORS,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, ACCOUNTANTS, CONSULTANTS,
REPRESENTATIVES, OWNERS, AFFILIATES, SUCCESSORS,



7









 






TRANSFEREES AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”), FROM ALL
POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND
LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR
UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR
IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH CREDIT PARTY MAY NOW OR
HEREAFTER HAVE AGAINST ANY RELEASED PARTY, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH
CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND
ARISING FROM OR ARISING IN CONNECTION WITH ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF
THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND/OR NEGOTIATION OF, OR EXECUTION OF, THIS
AMENDMENT. IT IS AGREED THAT THE SCOPE OF THIS RELEASE UNDER THIS PARAGRAPH SHALL
INCLUDE ALL CLAIMS, DEMANDS OR CAUSES OF ACTION ARISING IN WHOLE OR PART FROM THE NEGLIGENCE
OR STRICT LIABLITY OF THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER RELEASED
PARTY. EACH CREDIT PARTY HEREBY COVENANTS AND AGREES NEVER TO INSTITUTE ANY ACTION OR
SUIT AT LAW OR IN EQUITY, NOR INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION OR
PROSECUTION OF, ANY CLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF
ANY NATURE AGAINST ANY OF THE RELEASED PARTIES ARISING OUT OF OR RELATED TO A RELEASED
PARTY’S ACTIONS, OMISSIONS, STATEMENTS, REQUESTS OR DEMANDS IN ADMINISTERING, ENFORCING,
MONITORING, COLLECTING OR ATTEMPTING TO COLLECT, THE OBLIGATIONS, INDEBTEDNESS AND OTHER
OBLIGATIONS OF A CREDIT PARTY TO A RELEASED PARTY. EACH CREDIT PARTY AGREES TO INDEMNIFY
AND HOLD THE ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM ANY AND ALL MATTERS RELEASED
PURSUANT TO THIS PARAGRAPH. EACH CREDIT PARTY ACKNOWLEDGES THAT THE AGREEMENTS IN THIS
PARAGRAPH ARE INTENDED TO BE IN FULL SATISFACTION OF ALL OR ANY ALLEGED INJURIES OR DAMAGES
TO EACH CREDIT PARTY, ITS SUCCESSORS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, ASSIGNS AND
PERSONAL AND LEGAL REPRESENTATIVES ARISING IN CONNECTION WITH SUCH MATTERS RELEASED PURSUANT
TO THE OTHER PROVISIONS OF THIS PARAGRAPH. EACH CREDIT PARTY REPRESENTS AND WARRANTS TO
LENDER THAT IT HAS NOT PURPORTED TO TRANSFER, ASSIGN OR OTHERWISE CONVEY ANY RIGHT, TITLE OR
INTEREST OF A CREDIT PARTY IN ANY RELEASED MATTER TO ANY OTHER PERSON AND THAT THE FOREGOING



8









 






CONSTITUTES A FULL AND COMPLETE RELEASE OF EACH CREDIT PARTY’S CLAIMS WITH RESPECT TO
ALL SUCH MATTERS. THE PROVISIONS OF THIS SECTION 8(k) AND THE REPRESENTATIONS, WARRANTIES,
RELEASES, WAIVERS, REMISES, ACQUITTANCES, DISCHARGES, COVENANTS, AGREEMENTS AND
INDEMNIFICATIONS CONTAINED HEREIN (A) CONSTITUTE A MATERIAL CONSIDERATION FOR AND INDUCEMENT
TO THE ADMINISTRATIVE AGENT AND LENDERS ENTERING INTO THIS AMENDMENT, (B) DO NOT CONSTITUTE
AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY DUTY, OBLIGATION OR LIABILITY OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO A CREDIT PARTY OR ANY OTHER PERSON, (C) DO NOT
CONSTITUTE AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY LIABILITY, WRONGDOING, OR VIOLATION
OF ANY OBLIGATION, DUTY OR AGREEMENT OF THE ADMINISTRATIVE AGENT OR A LENDER TO A CREDIT
PARTY OR ANY OTHER PERSON, AND (D) SHALL NOT BE USED AS EVIDENCE AGAINST THE ADMINISTRATIVE
AGENT OR A LENDER BY A CREDIT PARTY OR ANY OTHER PERSON FOR ANY PURPOSE.




     (m) Waiver of Jury Trial. EACH OF THE PARTIES HERETO KNOWINGLY AND VOLUNTARILY
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT, OR OTHERWISE, BETWEEN THE ADMINISTRATIVE AGENT AND LENDERS AND ANY CREDIT
PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN THIS AMENDMENT. INSTEAD, ANY
DISPUTES RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.




     (n) Submission to Jurisdiction. Each Credit Party agrees that all disputes
among them and the Administrative Agent or any Lender arising out of, connected with,
related to, or incidental to the relationship established between them in this Amendment,
whether arising in contract, tort, equity, or otherwise, shall be resolved only by the
courts of the State of Texas, the federal courts sitting therein, and appellate court from
any thereof. Each Credit Party waives in all disputes any objection that any of them may
have to the location of the court considering the dispute which court shall have been chosen
in accordance with the foregoing.




     (o) Loan Documents. This Amendment shall constitute a Loan Document.




     (p) Final Agreement. THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS REPRESENT THE
ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS
AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN



9









 






THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY
PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY EACH CREDIT PARTY, THE ADMINISTRATIVE AGENT AND LENDERS.



[Signature Pages Follow]






10









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first written above.



	 	 	 	 	 
	 	THE CREDIT PARTIES




BORROWER:




THE MERIDIAN RESOURCE CORPORATION

 	 
	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives                            	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS:




CAIRN ENERGY USA, INC.

 	 
	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives                                     	 
	 	 	Title:  	Vice President 	 
	 
	 	THE MERIDIAN RESOURCE & EXPLORATION LLC

 	 
	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives                                      	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	THE MERIDIAN PRODUCTION CORPORATION

 	 
	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE MERIDIAN RESOURCE CORPORATION

 	 
	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives                                   	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	FBB ANADARKO CORP.

 	 
	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 
	 
	 	TE TMR CORP.

 	 
	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUNDANCE ACQUISITION CORPORATION

 	 
	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 
	 
	 	LOUISIANA ONSHORE PROPERTIES LLC

 	 
	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	TMR DRILLING CORPORATION

 	 
	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives 	 
	 	 	Title:  	Vice President 	 
	 
	 	TMR EQUIPMENT CORPORATION

 	 
	 
	 	By:  	/s/ Steven G. Ives
 	 
	 	 	Name:  	Steven G. Ives                                      	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:





FORTIS CAPITAL CORP.,

as Administrative Agent, Co-Lead Arranger, Bookrunner, Issuing Lender, and a Lender

 	 
	 
	 	By:  	/s/ Harry T. Nullet
 	 
	 	 	Name:  	Harry T. Nullet                      	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Johan Rutsaert
 	 
	 	 	Name:  	Johan Rutsaert                      	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE LENDERS:




THE BANK OF NOVA SCOTIA,

as Co-Lead Arranger, Syndication Agent, and a Lender

 	 
	 
	 	By:  	/s/ James Forward
 	 
	 	 	Name:  	James Forward                                      	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMERICA BANK,

as a Lender

 	 
	 
	 	By:  	/s/ Joseph W. Sullivan
 	 
	 	 	Name:  	Joseph W. Sullivan 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 
	 	By:  	/s/ Timothy N. Scheer
 	 
	 	 	Name:  	Timothy N. Scheer                         	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ALLIED IRISH BANKS plc,

as a Lender

 	 
	 
	 	By:  	/s/ David O’Driscoll
 	 
	 	 	Name:  	David O’Driscoll 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	                   /s/ Keith Hamilton
 	 
	 	 	Name:  	Keith Hamilton                    	 
	 	 	Title:  	Assistant Vice President